FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

December 18, 2008

 

Commission File Number: 333-119497

 

MECHEL OAO

(Translation of registrant’s name into English)

 

Krasnoarmeyskaya 1,

Moscow 125993

Russian Federation

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F x  Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes o  No x

 

Note: Regulation S-T Rule 101(b)(c) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes o  No x

 

Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

 

Yes o  No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 


 

 

 



 

 

MECHEL REPORTS 2008 FIRST HALF AND NINE MONTHS FINANCIAL RESULTS

 

— Revenues in the first nine months increased 84.7% to $8.6 billion —
— Operating income in the first nine months increased 167% to $2.8 billion —
— Net income in the first nine months increased 132% to $1.6 billion,
or $3.94 per ADR/ordinary share —

 

Moscow, Russia – December 18, 2008 – Mechel OAO (NYSE: MTL), a leading Russian integrated mining and steel group, today announced financial results for the first half ended June 30, 2008 and for the nine months ended September 30, 2008.

 

Igor Zyuzin, Mechel OAO’s Chief Executive Officer, commented: “Mechel’s record financial and operational performance in the first nine months of 2008 was the result of successful implementation of our strategy to grow the Company both organically and through acquisitions.  Favorable market conditions for mining and steel products also contributed to the Company’s performance.”

 

Consolidated Results for the first half of 2008

 

US$ thousand

 

1H 2008

 

1H 2007

 

Change Y-on-Y

 

Revenue

 

5,349,246

 

2,986,861

 

79.1

%

Net operating income

 

1,606,384

 

738,986

 

117.4

%

Net operating margin

 

30.03

%

24.74

%

 

Net income

 

1,101,773

 

489,456

 

125.1

%

EBITDA*

 

1,879,919

 

813,681

 

131.0

%

EBITDA, margin (1)

 

35.1

%

27.2

%

 

 


 * See Attachment A.

(1) - EBITDA margin is calculated as a percentage of consolidated revenues of the segment, including intersegment sales.

 

Net revenue in the first half of 2008 rose 79.1% to $5.35 billion, from $2.99 billion in the first half of 2007, reflecting increased production volumes and strong selling prices across the Company’s primary product categories. Operating income rose by 117.4% to $1.6 billion, or 30.0% of net revenue, versus operating income of $738.9 million, or 24.7% of net revenue, in 2007.

 

For the first half of 2008, Mechel reported consolidated net income of $1.1 billion, or $2.65 per ADR/ordinary share.

 

Consolidated EBITDA rose by 131.0% to $1.87 billion in the first half of 2008 compared to $813.6 million in the first half of 2007.

 

2



 

Consolidated Results for the nine months of 2008

 

US$ thousand

 

9M 2008

 

9M 2007

 

Change Y-on-Y

 

Revenue

 

8,580,681

 

4,646,948

 

84.7

%

Net operating income

 

2,807,535

 

1,051,585

 

167.0

%

Net operating margin

 

32.72

%

22.63

%

 

Net income

 

1,637,474

 

706,003

 

131.9

%

EBITDA*

 

2,864,134

 

1,204,822

 

137.7

%

EBITDA, margin (2)

 

33.4

%

25.9

%

 

 


 * See Attachment A.

(2) - EBITDA margin is calculated as a percentage of consolidated revenues of the segment, including intersegment sales.

 

Net revenue for the first nine months of 2008 rose 84.7% to $8.58 billion, from $4.65 billion in the first nine months of 2007. Operating income rose by 167.0% to $2.8 billion, or 32.7% of net revenue, versus operating income of $1.05 billion, or 22.6% of net revenue, in 2007.

 

For the first nine months of 2008, Mechel reported consolidated net income of $1.6 billion, or $3.94 per ADR/ordinary share.

 

Consolidated EBITDA rose by 137.7% to $2.86 billion in the first nine months of 2008 from $1.2 billion a year ago.

 

Please see the attached tables for a reconciliation of consolidated EBITDA to net income.

 

Mining Segment Results for the first half of 2008**

 

US$ thousand

 

1H 2008

 

1H 2007

 

Change Y-on-Y

 

Revenues from external customers

 

1,709,289

 

595,724

 

186.9

%

Operating income

 

917,433

 

208,757

 

339.5

%

Net income

 

630,701

 

148,090

 

325.9

%

EBITDA*

 

1,063,512

 

266,211

 

299.5

%

EBITDA, margin (3)

 

51.0

%

30.8

%

 

 


*

See Attachment A.

**

2007 numbers are restated as a result of establishment of the ferroalloy segment

(3) - EBITDA margin is calculated as a percentage of consolidated revenues of the segment, including intersegment sales.

 

Mining Segment Output for the first half of 2008

 

Product

 

1H 2008 thousand tonnes

 

1H 2008 vs. 1H 2007

 

Coal

 

14,033

 

58

%

Coking coal

 

8,444

 

100

%

Steam coal

 

5,590

 

20

%

Coal concentrate*

 

7,788

 

50

%

Coking

 

6,285

 

72

%

Steam

 

1,503

 

-3

%

Iron ore concentrate

 

2,740

 

4

%

 


* The coal concentrate has been produced from the part of the raw coal output.

 

Mining segment revenue from external customers for the first half of 2008 totaled $1.7 billion, or 32.0% of consolidated net revenue from external customers, an increase of 186.9% compared to segment revenue from external customers of $597.7 million in the first half of 2007. The increase in revenue was due to a rise in total output and a favorable pricing environment, as well as the contributions of acquisitions.

 

Operating income for the first half of 2008 in the mining segment rose 339.5% to $917.4 million, or 44.0% of total segment revenue, compared to operating income of $208.7 million a year ago. EBITDA in the mining segment for the first half of 2008 was $1.06 billion, 299.5% higher than

 

3



 

segment EBITDA of $266.2 million in the first half of 2007. The EBITDA margin for the mining segment increased to 51.0% from 30.8% in the 2007 six-month period.

 

Mining Segment Results for the first nine months of 2008

 

US$ thousand

 

9M 2008

 

9M 2007

 

Change Y-on-Y

 

Revenues from external customers

 

2,829,137

 

881,594

 

220.9

%

Operating income

 

1,560,449

 

313,760

 

397.3

%

Net income

 

1,021,911

 

221,746

 

360.8

%

EBITDA*

 

1,685,011

 

398,674

 

322.7

%

EBITDA, margin (4)

 

49.7

%

30.8

%

 

 


 * See Attachment A.

(4) - EBITDA margin is calculated as a percentage of consolidated revenues of the segment, including intersegment sales.

 

Mining Segment Output for the first nine months of 2008*

 

Product

 

9M 2008 thousand tonnes

 

9M 2008 vs. 9M 2007

 

Coal

 

20,702

 

54

%

Coking coal

 

12,409

 

95

%

Steam coal

 

8,293

 

17

%

Coal concentrate**

 

11,213

 

30

%

Coking

 

9,264

 

41

%

Steam

 

1,949

 

-7

%

Iron ore concentrate

 

3,620

 

-2.5

%

 


*

2007 numbers are restated as a result of establishment of the ferroalloy segment

**

The coal concentrate has been produced from part of the raw coal output.

 

Mining segment revenue from external customers for the first nine months of 2008 totaled $2.8 billion, or 33.0% of consolidated net revenue from external customers, an increase of 220.9% compared with segment revenue from external customers of $881.6 million in the first nine months of 2007.

 

Operating income for the first nine months of 2008 in the mining segment rose 397.3% to $1.56 billion, or 46.0% of total segment revenue, compared to operating income of $313.8 million a year ago. EBITDA in the mining segment for the first nine months of 2008 was $1.69 billion, 322.7% higher than segment EBITDA of $398.7 million in the first nine months of 2007. The EBITDA margin for the mining segment amounted to 49.7% in the 2008 nine-month period, compared to 30.8% in the first nine months of 2007.

 

Vladimir Polin, Senior Vice President of Mechel OAO, commented on the results of the mining segment: “The strong results in Mechel’s mining segment were due to both market conditions in the first nine months of 2008 and excellent management of our assets.  We took measures to increase the volume of coking coal produced by Yakutugol, allowing us to leverage strong market conditions during the period.  At the same time, over the course of 2008 we significantly reduced production costs at Yakutugol by nearly 1.5 times, placing us in a better position to operate successfully through the recent weakness in the global marketplace.

 

Looking ahead, our priority will continue to be the careful management of our operating costs, as well as the construction of access railroad to the Elga deposit, which is of strategic importance for the Company and can significantly increase its shareholder value in the future. We will also remain flexible with regard to our management of steam and coking coal mining, ensuring we have the maximum production flexibility to adapt to trends in the marketplace.”

 

4



 

Steel Segment Results for the first half of 2008

 

US$ thousand

 

1H 2008

 

1H 2007

 

Change Y-on-Y

 

Revenues from external customers

 

3,004,173

 

2,079,443

 

44.5

%

Operating income

 

598,896

 

331,090

 

80.9

%

Net income

 

467,678

 

242,221

 

93.1

%

EBITDA*

 

771,290

 

381,470

 

102.2

%

EBITDA, margin (5)

 

24.5

%

18.0

%

 

 


 * See Attachment A.

(5) - EBITDA margin is calculated as a percentage of consolidated revenues of the segment, including intersegment sales.

 

Steel Segment Output for the first half of 2008

 

Product

 

1H 2008 thousand tonnes

 

1H 2008 vs. 1H 2007

 

Coke

 

1,838

 

-5

%

Pig iron

 

1,853

 

-1

%

Steel

 

3,061

 

3

%

Rolled products

 

2,856

 

2

%

Hardware

 

382

 

12

%

 

Revenue from external customers in Mechel’s steel segment increased to $3.0 billion in the first half of 2008, or 56.2% of consolidated net revenue from external customers, an increase of 44.5% over the first half of 2007.

 

In the first half of 2008, the steel segment generated operating income of $598.9 million, or 19.1% of total segment revenue, an increase of 80.9% over operating income of $331.0 million, or 15.6% of total segment revenue, in the first half of 2007.  EBITDA in the steel segment for the first half of 2008 increased by 102.0% over the prior year period to $771.3 million. EBITDA margin for the steel segment rose to 24.5% in the first half of 2008, compared to 18.0% reported in the same period of last year.

 

Steel Segment Results for the nine months of 2008

 

US$ thousand

 

9M 2008

 

9M 2007

 

Change Y-on-Y

 

Revenues from external customers

 

4,829,209

 

3,118,853

 

54.8

%

Operating income

 

1,133,777

 

472,799

 

139.8

%

Net income

 

633,624

 

347,505

 

82.3

%

EBITDA*

 

1,137,945

 

580,932

 

95.9

%

EBITDA, margin (6)

 

22.6

%

18.3

%

 

 


 * See Attachment A.

(6) - EBITDA margin is calculated as a percentage of consolidated revenues of the segment, including intersegment sales.

 

Steel Segment Output for the nine months of 2008

 

Product

 

9M 2008 thousand tonnes

 

9M 2008 vs. 9M 2007

 

Coke

 

2,699

 

-8

%

Pig iron

 

2,781

 

-2

%

Steel

 

4,745

 

4

%

Rolled products

 

4,313

 

11

%

Hardware

 

604

 

16

%

 

5



 

Revenue from external customers in Mechel’s steel segment increased to $4.8 billion in the first nine months of 2008, or 56.3% of consolidated net revenue from external customers, an increase of 54.8% over the first nine months of 2007.

 

In the first nine months of 2008, the steel segment generated operating income of $1.1 billion, or 22.6% of total segment revenue, an increase of 139.8% over operating income of $472.8 million, or 14.9% of total segment revenue in the first nine months of 2007.  EBITDA in the steel segment for the first nine months of 2008 increased 95.9% over the first nine months of 2007.  EBITDA margin for the steel segment rose to 22.6% in the first nine months of 2008, compared to 18.3% reported in the same period of last year.

 

Mr.Polin commented on the results of the steel segment: “Mechel’s record steel segment results were due to our commitment to the continued optimization of our sales structure and our production cost reductions program, as well as a favorable pricing environment for steel products and the contribution of acquisitions.

 

Our efforts to improve production efficiencies allowed us to improve our consumption ratios, and as a result, total output of steel products increased while coke and pig iron consumption declined.  Mechel also significantly reduced its output of low margin commercial billets and increased output of higher margin, value added products, such as hardware and wire products.

 

At the same time we expanded our geographic presence, strengthening our position in the Eastern European steel products market with acquisition in April 2008 of Ductil Steel in Romania. Now Mechel has four steel subsidiaries in Romania presenting additional operational and sales synergy opportunities, and began realizing these through the recent establishment of Mechel’s East-European Steel Division.

 

Our previous actions designed to enhance sales efficiency by increasing our direct interaction with the end customer and reducing third party sales through traders have started to pay off.  This year we have significantly expanded the branch network of Mechel Service OOO, which is engaged in steel product sales to end customers.  Given the current soft rolled product market, these efforts give Mechel competitive advantages and guaranteed volume for its metal products orders by avoiding bulk traders who for the most part ceased their offtake.”

 

Introduction of the Ferroalloy Segment

 

Following the acquisition of Oriel Resources in the second quarter of 2008, the Company has consolidated all of its ferroalloy assets into one reporting segment beginning with the 2008 six-months period. The Ferroalloy Segment is comprised of the Southern Urals Nickel Plant, Tikhvin Ferroalloy Smelting Plant (ferrochrome production), Voskhod Chrome (chromite ores deposit and mining and processing plant), and Bratsk Ferroalloy Plant (ferrosilicon production).

 

Ferroalloy Segment Results for the first half of 2008

 

US$ thousand

 

1H 2008

 

1H 2007

 

Change Y-on-Y

 

Revenues from external customers

 

278,275

 

272,363

 

2.2

%

Operating income

 

84,925

 

232,545

 

- 63.5

%

Net income

 

38,968

 

137,444

 

- 71.6

%

EBITDA*

 

98,426

 

201,164

 

- 51.1

%

EBITDA, margin (7)

 

26.6

%

57.5

%

 

 

6



 


 * See Attachment A.

(7) - EBITDA margin is calculated as a percentage of consolidated revenues of the segment, including intersegment sales.

 

Ferroalloy Segment Output for the first half of 2008

 

Product

 

1H 2008 thousand tonnes

 

1H 2008 vs. 1H 2007

 

Nickel

 

9,1

 

8

%

Ferrosilicon

 

45

 

 

Ferrochrome

 

25

 

 

 

The ferroalloy segment revenue from external customers for the first half of 2008 was $278.3 million, or 5.2% of consolidated net revenue, and an increase of 2.2% over segment revenue from external customers of $272.4 million in the first half of 2007.

 

Operating income for the first half of 2008 in the ferroalloy segment decreased by 63.5% to $84.9 million compared to operating income of $232.5 million a year ago. EBITDA in the ferroalloy segment for the first half of 2008 was $98.4 million, 51.1% lower than segment EBITDA of $201.2 million in the first half of 2007. The EBITDA margin for the ferroalloy segment was 26.6%.

 

Ferroalloy Segment Results for the nine months of 2008

 

US$ thousand

 

9M 2008

 

9M 2007

 

Change Y-on-Y

 

Revenues from external customers

 

402,213

 

395,020

 

1.8

%

Operating income

 

76,798

 

306,890

 

- 75.0

%

Net income / (loss)

 

(13,133

)

190,492

 

- 106.9

%

EBITDA*

 

78,022

 

273,023

 

- 71.4

%

EBITDA, margin (8)

 

14.4

%

54.6

%

 

 


 * See Attachment A.

(8) - EBITDA margin is calculated as a percentage of consolidated revenues of the segment, including intersegment sales.

 

Ferroalloy Segment Output for the nine months of 2008

 

Product

 

9M 2008 thousand tonnes

 

9M 2008 vs. 9M 2007

 

Nickel

 

14

 

6

%

Ferrosilicon

 

67

 

 

Ferrochrome

 

48

 

 

 

Ferroalloy segment revenue from external customers for the first nine months of 2008 totaled $402.2 million, or 4.7% of consolidated net revenue, an increase of 1.8% compared with segment revenue from external customers of $395.0 million in the first nine months of 2007.

 

Operating income for the first nine months of 2008 in the ferroalloy segment decreased by 75.0% to $76.8 million compared to operating income of $306.9 million a year ago. EBITDA in the ferroalloy segment for the first nine months of 2008 was $78.0 million, 71.4% lower than segment EBITDA of $273.0 million in the first nine months of 2007. The EBITDA margin for the ferroalloy segment was 14.4%.

 

7



 

Mr. Polin commented on the results of the ferroalloy segment: “The Oriel acquisition rounds out Mechel’s ferroalloy business, which includes both ferronickel and ferrochrome assets, and reinforces Mechel’s leading position in specialty steel production. Furthermore, the acquisition will help us to weather the challenging economic environment because we now have improved vertical integration at the Group level and a wider range of ferroalloy products through which to further diversify our business and reduce risk across the market cycle. Although nickel prices have been under pressure, which explains the decrease in profitability in the segment for the six and nine months period, we still continue to observe strong market demand for ferrosilicon.”

 

Power Segment Results for the first half of 2008

 

US$ thousand

 

1H 2008

 

1H 2007

 

Change Y-on-Y

 

Revenues from external customers

 

357,509

 

39,331

 

809.0

%

Operating income

 

23,126

 

550

 

4,104.2

%

Net income / (loss)

 

7,193

 

(4,292

)

267.6

%

EBITDA*

 

35,916

 

6,409

 

460.4

%,

EBITDA, margin (9)

 

6.6

%

7.5

%

 

 


* See Attachment A.

(9) - EBITDA margin is calculated as a percentage of consolidated revenues of the segment, including intersegment sales.

 

Power Segment Output for the first half of 2008

 

Product

 

Units

 

1H 2008

 

1H 2008 vs. 1H
2007

 

Electric power generation

 

ths. kWh

 

2,155,674

 

73

%

Heat power generation

 

Gcal

 

3,282,028.31

 

 

 

Mechel’s power segment revenue from external customers for the first half of 2008 was $357.5 million, or 6.7% of consolidated net revenue, an increase of 809.0% over segment revenue from external customers in the prior year.

 

Operating income for the first half of 2008 in the power segment rose substantially to $23.1 million compared to operating income of $550.0 thousand a year ago.  EBITDA in the power segment for the first half of 2008 was $35.9 million, 460.4% higher than segment EBITDA a year ago.  The EBITDA margin for the power segment decreased from 7.5% to 6.6%.

 

Power Segment Results for the nine months of 2008

 

US$ thousand

 

9M 2008

 

9M 2007

 

Change Y-on-Y

 

Revenues from external customers

 

520,121

 

251,481

 

106.8

%

Operating income

 

19,057

 

891

 

2,038.8

%

Net (loss)

 

(1,233

)

(11,096

)

 

EBITDA*

 

38,543

 

11,762

 

227.7

%,

EBITDA, margin (10)

 

5.0

%

3.7

%

 

 


* See Attachment A.

(10) - EBITDA margin is calculated as a percentage of consolidated revenues of the segment, including intersegment sales.

 

8



 

Power Segment Output for the nine months of 2008

 

Product

 

Units

 

9M 2008

 

9M 2008 vs. 9M
2007

 

Electric power generation

 

ths. kWh

 

3,108,359

 

55

%

Heat power generation

 

Gcal

 

4,098,027.82

 

 

 

Mechel’s power segment revenue from external customers for the first nine months of 2008 was $520.1 million, or 6.1% of consolidated net revenue, an increase of 106.8% over segment revenue from external customers a year ago.

 

Operating income for the first nine months of 2008 in the power segment rose 2,038.8% to $19.1 million compared to operating income of $891.0 thousand a year ago.  EBITDA in the power segment for the first nine months of 2008 was $38.5 million, 227.7% higher than segment EBITDA a year ago.  The EBITDA margin for the power segment increased from 3.7% to 5.0%.

 

Mr. Polin commented on the results of the power segment: “Because Mechel’s power segment is relatively young, throughout the year management continued to focus on structuring the assets and improving their maintenance and investment programs. We are moving toward scaling up our power generation volumes, expanding client base, and maximizing sales on the free market, where pricing is attractive.  This segment’s financial results continue to be negatively impacted by interest rates on intra-group loans provided for the acquisition of new assets. Nevertheless, the overall Russian power market remains in deficit, and as a result, year over year power prices are expected to increase which should contribute to profitability in this segment. In addition, we have completely transitioned our Bulgarian TPP ‘Rousse’ to use coal mined by our Southern Kuzbass coal mining subsidiary at market prices stipulated on an annual basis.  This practice will continue in 2009, thus enabling Mechel to fully utilize its intra-group integration and making Mechel’s steam coal deliveries to Eastern Europe more steady.”

 

Recent Highlights

 

·                  In September 2008, Mechel announced the launch of construction of a specialized coal transshipment complex at Vanino Port (Vanino SCTC). The designed throughput capacity of Vanino SCTC will be 25.0 million tonnes annually.  The first stage of the terminal, with a capacity of 15.0 million tonnes, is scheduled for opening in 2012.

 

·                  In September 2008, Mechel announced the acquisition of HBL Holdings, which integrates eight metal service and trading companies in Germany.

 

·                  In October 2008, Mechel announced the establishment of its East-European Steel Division on the bases of its Romanian steel subsidiary, Mechel Targoviste. The main objective of the Division is to coordinate the operations of Mechel’s Romanian subsidiaries including investments, modernization, streamlining, and production cost reduction efforts.

 

·                  In October 2008, Mechel signed a contract with Minmetals Engineering, one of China’s largest state-owned industrial corporations, to construct a rail and structural steel mill at its Chelyabinsk Metallurgical Plant OAO subsidiary on a turn-key basis with a long-term tied loan being granted.  The mill’s main output will comprise railroad rails up to 100 meters in length to be manufactured with state of the art technologies for rolling, tempering, straightening, finishing, and rail quality control.

 

·                  In October 2008, Mechel announced the consolidation of its ferroalloy assets on the bases of its Oriel Resources subsidiary.  Currently, Mechel OAO, together with its affiliates, owns 100% of the Oriel Resources’ charter capital.

 

9



 

·                  In November 2008, Mechel announced signing the contract for its Chelyabinsk Metallurgical Plant OAO (CMP OAO) subsidiary to supply rail products to Russian Railways OAO (RZhD OAO) from 2010 to 2030. The total annual supply volume of rail products will be a minimum of 400,000 tonnes following completion of the rail and structural steel mill’s full production capacity.

 

Financial Position for the 2008 first half

 

First half cash expenditure on property, plant and equipment was $462.8 million, of which $219.1 million was invested in the mining segment, $189.9 million was invested in the steel segment, $47.1 million was invested in the ferroalloy segment, and $6.8 million was invested in the power segment.

 

In the first half of 2008, Mechel spent $1,666.5 million on acquisitions, including $1,430.5 million (net of cash acquired) for the acquisition of Oriel Resources and $197.6 million (net of cash acquired) for the acquisition of Ductil Steel.

 

As of June 30, 2008, total debt(1) was at $4,878.3 million.  Cash and cash equivalents were $318.3 million at the end of the first half of 2008 and net debt (2) amounted to $4,560 million.

 

Financial Position for the 2008 nine months

 

First nine months cash expenditure on property, plant and equipment was $969.5 million, of which $499.5 million was invested in the mining segment, $370.5 million was invested in the steel segment, $88.2 million was invested in the ferroalloy segment, and $11.2 million was invested in the power segment.

 

In the first nine months of 2008, Mechel spent $2,068.8 million on new acquisitions and $118.0 million on acquisitions of minority stakes in certain subsidiaries.

 

As of September 30, 2008, total debt(1) was at $5,084 million.  Cash and cash equivalents were $137.4 million at the end of the first nine months of 2008 and net debt (2) was $4,946.6 million.

 

Mr. Zyuzin concluded: “On the whole, favorable market conditions and strong operational execution drove our financial performance through the first nine months of 2008. Over that time we have improved Mechel’s production efficiency, optimized its product mix by increasing the percentage of higher margin down stream products, and strengthened its position in new markets. In the near term, while we see steady demand for some of our products, the global economic slowdown has placed pressure on pricing and demand for many of our products, and we have been taking the actions necessary to adapt the business for the challenges associated with this environment. While our performance in the near term will obviously be impacted by the challenges being faced in the global marketplace, we feel well positioned for when the world economy begins to recover. Looking beyond the current global economic crisis, we believe the markets for coking coal and steel are very promising over the longer term, and, more immediately, expect to see opportunities associated with the implementation of large scale infrastructure projects that remain a priority of the Russian government.”

 

The management of Mechel will host a conference call today at 6:00 p.m. Moscow time (10:00 a.m. New York time, 3:00 p.m. London time) to review Mechel’s financial results and comment

 

10



 

on current operations.  The call may be accessed via the Internet at http://www.mechel.com, under the Investor Relations section.

 

***

 

Mechel OAO

Alexander Tolkach

Head of International Relations & Investor Relations

Phone:  + 7495 221 8888

Fax:  + 7495 221 8800

alexander.tolkach@mechel.com

 

***

 

Mechel is one of the leading Russian companies. Its business includes four segments: mining, steel, ferroalloy and power. Mechel unites producers of coal, iron ore concentrate, steel, rolled products, ferroalloys, hardware, heat and electric power. Mechel products are marketed domestically and internationally.

 


(1)Total debt is comprised of short-term borrowings and long-term debt
(2) Net debt is defined as total debt outstanding less cash and cash equivalents

 

***

 

Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of Mechel, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements. We refer you to the documents Mechel files from time to time with the U.S. Securities and Exchange Commission, including our Form 20-F. These documents contain and identify important factors, including those contained in the section captioned “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Form 20-F, that could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, the achievement of anticipated levels of profitability, growth, cost and synergy of our recent acquisitions, the impact of competitive pricing, the ability to obtain necessary regulatory approvals and licenses, the impact of developments in the Russian economic, political and legal environment, volatility in stock markets or in the price of our shares or ADRs, financial risk management and the impact of general business and global economic conditions.

 

11



 

Attachments to the Announcement of First Half and Nine Months 2008 Results

 

Attachment A

 

Non-GAAP financial measures. This press release includes financial information prepared in accordance with accounting principles generally accepted in the United States of America, or US GAAP, as well as other financial measures referred to as non-GAAP. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with US GAAP.

 

Earnings Before Interest, Depreciation and Amortization (EBITDA) and EBITDA margin. EBITDA represents earnings before interest, depreciation and amortization. EBITDA margin is defined as EBITDA as a percentage of our net revenues. Our EBITDA may not be similar to EBITDA measures of other companies; is not a measurement under accounting principles generally accepted in the United States and should be considered in addition to, but not as a substitute for, the information contained in our consolidated statement of operations. We believe that EBITDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions and other investments and our ability to incur and service debt. While interest, depreciation and amortization are considered operating costs under generally accepted accounting principles, these expenses primarily represent the non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. Our EBITDA calculation is commonly used as one of the bases for investors, analysts and credit rating agencies to evaluate and compare the periodic and future operating performance and value of companies within the metals and mining industry. EBITDA can be reconciled to our consolidated statements of operations as follows:

 

First Half 2008:

 

US$ thousands

 

1H 2008

 

1H 2007

 

Net income

 

1,101,773

 

489,455

 

Add:

 

 

 

 

 

Depreciation, depletion and amortization

 

231,184

 

115,834

Interest expense

 

118,734

 

19,708

Income taxes

 

428,229

 

188,684

Consolidated EBITDA

 

1,879,919

 

813,681

 

 

EBITDA margin can be reconciled as a percentage to our Revenues as follows:

 

US$ thousands

 

1H 2008

 

1H 2007

 

Revenue, net

 

5,349,246

 

2,986,862

 

EBITDA

 

1,879,919

 

813,681

 

EBITDA margin

 

35.1

%

27.2

%

 

12



 

Nine Months 2008:

 

US$ thousands

 

9m 2008

 

9m 2007

 

Net income

 

1,637,474

 

706,005

 

Add:

 

 

 

 

 

Depreciation, depletion and amortization

 

351,724

 

184,552

Interest expense

 

199,970

 

35,480

Income taxes

 

674,966

 

278,788

Consolidated EBITDA

 

2,864,134

 

1,204,824

 

 

EBITDA margin can be reconciled as a percentage to our Revenues as follows:

 

US$ thousands

 

9m 2008

 

9m 2007

 

Revenue, net

 

8,580,681

 

4,646,948

 

EBITDA

 

2,864,134

 

1,204,824

 

EBITDA margin

 

33.4

%

25.9

%

 

13



 

Consolidated Balance Sheets *

(in thousands of U.S. dollars, except share amounts)

 

 

 

June 30, 2008

 

December 31,
2007

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

318,267

 

$

236,779

 

Accounts receivable, net of allowance for doubtful accounts of $34,228 as of June 30 2008 and $26,781 as of December 31, 2007

 

660,754

 

341,756

 

Due from related parties

 

35,015

 

4,988

 

Inventories

 

1,484,730

 

993,668

 

Deferred cost of inventory in transit

 

9,531

 

13,190

 

Deferred income taxes

 

16,763

 

12,331

 

Prepayments and other current assets

 

700,892

 

633,993

 

Total current assets

 

3,225,952

 

2,236,705

 

 

 

 

 

 

 

Long-term investments in related parties

 

82,429

 

92,571

 

Other long-term investments

 

36,771

 

58,595

 

Intangible assets, net

 

8,393

 

7,408

 

Property, plant and equipment, net

 

4,567,514

 

3,701,762

 

Mineral licenses, net

 

3,654,863

 

2,131,483

 

Other non-current assets

 

74,201

 

67,918

 

Deferred income taxes

 

10,139

 

16,755

 

Goodwill

 

1,292,292

 

914,446

 

Total assets

 

$

12,952,554

 

$

9,227,643

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Short-term borrowings and current portion of long-term debt

 

$

2,762,060

 

$

1,135,104

 

Accounts payable and accrued expenses:

 

 

 

 

 

Advances received

 

185,572

 

147,739

 

Accrued expenses and other current liabilities

 

241,131

 

144,083

 

Taxes and social charges payable

 

311,620

 

123,794

 

Unrecognized income tax benefits

 

78,904

 

79,211

 

Trade payable to vendors of goods and services

 

367,732

 

222,753

 

Due to related parties

 

1,422

 

3,596

 

Asset retirement obligation, current portion

 

7,159

 

5,366

 

Deferred income taxes

 

28,483

 

33,056

 

Deferred revenue

 

12,307

 

20,949

 

Pension obligations, current portion

 

66,560

 

63,706

 

Dividends payable

 

489,778

 

 

Finance lease liabilities, current portion

 

14,796

 

11,708

 

Total current liabilities

 

4,567,524

 

1,991,065

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

2,116,195

 

2,321,922

 

Asset retirement obligations, net of current portion

 

73,566

 

65,928

 

Pension obligations, net of current portion

 

291,873

 

266,660

 

Deferred income taxes

 

1,186,475

 

701,318

 

Finance lease liabilities, net of current portion

 

73,643

 

73,377

 

Other long-term liabilities

 

7,272

 

1,917

 

 

 

 

 

 

 

Minority interests

 

368,152

 

300,523

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

Common shares (10 Russian rubles par value; 497,969,086 shares authorized, 416,270,745 shares issued and outstanding as of June 30, 2008 and December 31, 2007)

 

133,507

 

133,507

 

Additional paid-in capital

 

415,070

 

415,070

 

Accumulated other comprehensive income

 

434,751

 

305,467

 

Retained earnings

 

3,284,526

 

2,650,889

 

Total shareholders’ equity

 

4,267,854

 

3,504,933

 

Total liabilities and shareholders’ equity

 

$

12,952,554

 

$

9,227,643

 

 


* As of September 30, 2008 and June 30, 2008, Mechel’s acquisitions of Ductil Steel S.A. and Oriel Resources plc. were accounted for on a tentative basis subject to the finalization of assets appraisals. As of the appropriate acquisition dates, the estimated amounts of Oriel Resources plc.’s and Ductil Steel S.A.’s long-term assets were $1,858,073 and $71,248, respectively, and total assets amounted to $2,024,848 and $160,268, respectively. Goodwill arising on the acquisition of Oriel Resources plc. and Ductil Steel S.A. tentatively amounted to $154,148 and $168,532, respectively.

 

14



 

Consolidated Income Statements *

(in thousands of U.S. dollars, except share and per share amounts)

 

 

 

Six months ended June 30,

 

 

 

2008

 

2007

 

 

 

(unaudited)

 

(unaudited)

 

Revenue, net (including related party amounts of $49,876 and $56,557 during six months 2008 and 2007, respectively)

 

$

5,349,246

 

$

2,986,862

 

Cost of goods sold (including related party amounts of $6,807 and $94,117 during six months 2008 and 2007, respectively)

 

(2,718,611

)

(1,761,482

)

Gross profit

 

2,630,635

 

1,225,380

 

 

 

 

 

 

 

Selling, distribution and operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling and distribution expenses

 

(663,606

)

(254,120

)

Taxes other than income tax

 

(85,133

)

(57,034

)

Accretion expense

 

(1,667

)

(2,098

)

Recovery of (provision) for doubtful accounts

 

269

 

(1,900

)

Provision for short-term investments

 

 

(3,507

)

General, administrative and other operating expenses

 

(274,114

)

(167,735

)

Total selling, distribution and operating expenses

 

(1,024,251

)

(486,394

)

Operating income

 

1,606,384

 

738,986

 

 

 

 

 

 

 

Other income and (expense):

 

 

 

 

 

(Loss) income from equity investments

 

(7,700

)

2,360

 

Interest income

 

6,737

 

4,744

 

Interest expense

 

(118,734

)

(19,708

)

Other income, net

 

(5,338

)

(3,456

)

Foreign exchange gain

 

133,455

 

22,698

 

Total other income and (expense), net

 

8,420

 

6,638

 

Income before income tax, minority interest, discontinued operations and extraordinary gain

 

1,614,804

 

745,624

 

 

 

 

 

 

 

Income tax expense

 

(428,229

)

(188,684

)

Minority interest in income of subsidiaries

 

(84,802

)

(67,714

)

Income from continuing operations

 

1,101,773

 

489,226

 

Income from discontinued operations, net of tax

 

 

230

 

Net income

 

$

1,101,773

 

$

489,456

 

Currency translation adjustment

 

135,037

 

39,098

 

Change in pension benefit obligation

 

(2,112

)

 

Adjustment of available-for-sale securities

 

(3,641

)

781

 

Comprehensive income

 

$

1,231,057

 

$

529,335

 

 

 

 

 

 

 

Basic and diluted earnings per share:

 

 

 

 

 

Earnings per share from continuing operations

 

$

2.65

 

$

1.18

 

Income per share effect of discontinued operations

 

0.00

 

0.00

 

Net income per share

 

$

2.65

 

$

1.18

 

 

 

 

 

 

 

Dividends declared per share

 

$

1.12

 

$

0.76

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

416,270,745

 

416,270,745

 

 


* As of September 30, 2008 and June 30, 2008, Mechel’s acquisitions of Ductil Steel S.A. and Oriel Resources plc. were accounted for on a tentative basis subject to the finalization of assets appraisals. As of the appropriate acquisition dates, the estimated amounts of Oriel Resources plc.’s and Ductil Steel S.A.’s long-term assets were $1,858,073 and $71,248, respectively, and total assets amounted to $2,024,848 and $160,268, respectively. Goodwill arising on the acquisition of Oriel Resources plc. and Ductil Steel S.A. tentatively amounted to $154,148 and $168,532, respectively.

 

15



 

Interim Consolidated Statements of Cash Flows *

(in thousands of U.S. dollars)

 

 

 

Six months ended June 30,

 

 

 

2008

 

2007

 

 

 

(unaudited)

 

(unaudited)

 

Cash Flows from Operating Activities

 

 

 

 

 

Net income

 

$

1,101,773

 

$

489,456

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

175,784

 

106,096

 

Depletion and amortization

 

55,400

 

9,738

 

Foreign exchange gain

 

(133,455

)

(22,698

)

Deferred income taxes

 

(3,724

)

(11,243

)

(Recovery of) provision for doubtful accounts

 

(269

)

1,900

 

Inventory write-down

 

 

222

 

Accretion expense

 

1,667

 

2,098

 

Minority interest

 

84,802

 

67,714

 

Loss on revaluation of trading securities

 

 

18,813

 

Change in undistributed earnings of equity investments

 

7,700

 

(2,360

)

Non-cash interest on long-term tax and pension liabilities

 

10,922

 

2,360

 

Loss on sale of property, plant and equipment

 

2,879

 

721

 

(Gain) loss on sale of non-marketable securities

 

(4,305

)

2,490

 

Amortization of syndicated loan origination fee

 

9,326

 

 

Income from discontinued operations

 

 

(230

)

Gain on forgiveness of fines and penalties

 

 

(17,471

)

Pension service cost and amortization of prior period service cost

 

5,008

 

2,076

 

Provision for unrecoverable short-term loans issued

 

 

3,507

 

Net change before changes in working capital

 

1,313,508

 

653,189

 

Changes in working capital items, net of effects from acquisition of new subsidiaries:

 

 

 

 

 

Trading securities

 

 

252,151

 

Accounts receivable

 

(263,678

)

(49,760

)

Inventories

 

(354,051

)

(117,369

)

Trade payable to vendors of goods and services

 

62,422

 

(20,194

)

Advances received

 

23,314

 

5,352

 

Accrued taxes and other liabilities

 

239,137

 

(132,769

)

Settlements with related parties

 

(32,407

)

(771

)

Current assets and liabilities of discontinued operations

 

 

(79

)

Deferred revenue and cost of inventory in transit, net

 

(4,983

)

35,427

 

Other current assets

 

(38,539

)

97,831

 

Unrecognized income tax benefits

 

(707

)

(10,128

)

Dividends receivable

 

 

2,804

 

Net cash provided by operating activities

 

944,016

 

715,684

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

Acquisition of Oriel, less cash acquired

 

(1,430,503

)

 

Acquisition of Ductil Steel, less cash acquired

 

(197,622

)

 

Acquisition of SKPP, less cash acquired

 

 

(270,018

)

Acquisition of SKPC, less cash acquired

 

 

(37,413

)

Acquisition of Transkol, less cash acquired

 

 

(7,165

)

Acquisition of other subsidiaries, less cash acquired

 

 

(4,181

)

Acquisition of minority interest in subsidiaries

 

(38,346

)

(2,280

)

Investments in other marketable securities

 

(380

)

(3,203

)

Proceeds from sale of other non-marketable securities

 

7,865

 

 

Proceeds from disposals of property, plant and equipment

 

2,003

 

4,060

 

Purchases of mineral licenses

 

(1,705

)

(2,235

)

Purchases of property, plant and equipment

 

(461,119

)

(144,160

)

 

 

 

 

 

 

Net cash used in investing activities

 

(2,119,807

)

(466,595

)

 

16



 

Interim Consolidated Statements of Cash Flows *

(in thousands of U.S. dollars, except share amounts)

 

 

 

Six months ended June 30,

 

 

 

2008

 

2007

 

 

 

(unaudited)

 

(unaudited)

 

Cash Flows from Financing Activities

 

 

 

 

 

Proceeds from short-term borrowings

 

$

4,387,110

 

$

191,632

 

Repayment of short-term borrowings

 

(3,158,232

)

(318,510

)

Proceeds from long-term debt

 

39,407

 

16,082

 

Repayment of long-term debt and long-term portion of restructured taxes and social charges payable

 

(7,921

)

(2,633

)

Repayment of obligations under finance lease

 

(12,844

)

(8,841

)

Net cash provided by (used in) financing activities

 

1,247,520

 

(122,270

)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

9,759

 

15,800

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

81,488

 

142,619

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

236,779

 

172,614

 

Cash and cash equivalents at end of period

 

$

318,267

 

$

315,233

 

 

 

 

 

 

 

Supplementary Cash Flow Information:

 

 

 

 

 

Interest paid, net of amount capitalized

 

$

(63,493

)

$

(15,588

)

Income taxes paid

 

$

(334,838

)

$

(223,503

)

 

 

 

 

 

 

Non-cash Activities:

 

 

 

 

 

Net assets of subsidiaries contributed by minority shareholders in exchange for shares issued by subsidiaries

 

$

 

$

4,415

 

Acquisition of equipment under finance lease

 

$

785

 

$

9,563

 

 


* As of September 30, 2008 and June 30, 2008, Mechel’s acquisitions of Ductil Steel S.A. and Oriel Resources plc. were accounted for on a tentative basis subject to the finalization of assets appraisals. As of the appropriate acquisition dates, the estimated amounts of Oriel Resources plc.’s and Ductil Steel S.A.’s long-term assets were $1,858,073 and $71,248, respectively, and total assets amounted to $2,024,848 and $160,268, respectively. Goodwill arising on the acquisition of Oriel Resources plc. and Ductil Steel S.A. tentatively amounted to $154,148 and $168,532, respectively.

 

17



 

Consolidated Balance Sheets *

(in thousands of U.S. dollars, except share amounts)

 

 

 

September 30,
2008

 

December 31,
2007

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

137,403

 

$

236,779

 

Accounts receivable, net of allowance for doubtful accounts of $27,832 as of September 30, 2008 and $26,781 as of December 31, 2007

 

666,821

 

341,756

 

Due from related parties

 

27,832

 

4,988

 

Inventories

 

1,774,015

 

993,668

 

Deferred cost of inventory in transit

 

3,735

 

13,190

 

Deferred income taxes

 

18,935

 

12,331

 

Prepayments and other current assets

 

749,107

 

633,993

 

Total current assets

 

3,377,848

 

2,236,705

 

 

 

 

 

 

 

Long-term investments in related parties

 

81,404

 

92,571

 

Other long-term investments

 

458,764

 

58,595

 

Intangible assets, net

 

8,111

 

7,408

 

Property, plant and equipment, net

 

4,668,286

 

3,701,762

 

Mineral licenses, net

 

3,510,810

 

2,131,483

 

Other non-current assets

 

68,084

 

67,918

 

Deferred income taxes

 

10,380

 

16,755

 

Goodwill

 

1,199,742

 

914,446

 

Total assets

 

$

13,383,429

 

$

9,227,643

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Short-term borrowings and current portion of long-term debt

 

$

3,151,689

 

$

1,135,104

 

Accounts payable and accrued expenses:

 

 

 

 

 

Advances received

 

123,351

 

147,739

 

Accrued expenses and other current liabilities

 

359,613

 

144,083

 

Taxes and social charges payable

 

296,764

 

123,794

 

Unrecognized income tax benefits

 

56,284

 

79,211

 

Trade payable to vendors of goods and services

 

577,564

 

222,753

 

Due to related parties

 

65,810

 

3,596

 

Asset retirement obligation, current portion

 

7,398

 

5,366

 

Deferred income taxes

 

28,958

 

33,056

 

Deferred revenue

 

450

 

20,949

 

Pension obligations, current portion

 

62,114

 

63,706

 

Dividends payable

 

243,866

 

 

Finance lease liabilities, current portion

 

16,193

 

11,708

 

Total current liabilities

 

4,990,054

 

1,991,065

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

1,932,218

 

2,321,922

 

Asset retirement obligations, net of current portion

 

66,016

 

65,928

 

Pension obligations, net of current portion

 

282,127

 

266,660

 

Deferred income taxes

 

1,141,108

 

701,318

 

Finance lease liabilities, net of current portion

 

65,444

 

73,377

 

Other long-term liabilities

 

6,645

 

1,917

 

 

 

 

 

 

 

Minority interests

 

373,621

 

300,523

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

Common shares (10 Russian rubles par value; 497,969,086 shares authorized, 416,270,745 shares issued and outstanding as of September 30, 2008 and December 31, 2007)

 

133,507

 

133,507

 

Additional paid-in capital

 

415,070

 

415,070

 

Accumulated other comprehensive income

 

157,398

 

305,467

 

Retained earnings

 

3,820,221

 

2,650,889

 

Total shareholders’ equity

 

4,526,196

 

3,504,933

 

Total liabilities and shareholders’ equity

 

$

13,383,429

 

$

9,227,643

 

 

18



 


* As of September 30, 2008 and June 30, 2008, Mechel’s acquisitions of Ductil Steel S.A. and Oriel Resources plc. were accounted for on a tentative basis subject to the finalization of assets appraisals. As of the appropriate acquisition dates, the estimated amounts of Oriel Resources plc.’s and Ductil Steel S.A.’s long-term assets were $1,858,073 and $71,248, respectively, and total assets amounted to $2,024,848 and $160,268, respectively. Goodwill arising on the acquisition of Oriel Resources plc. and Ductil Steel S.A. tentatively amounted to $154,148 and $168,532, respectively.

 

19



 

Consolidated Income Statements*
(in thousands of U.S. dollars, except share and per share amounts)

 

 

 

Nine months ended September 30,

 

 

 

2008

 

2007

 

 

 

(unaudited)

 

(unaudited)

 

Revenue, net (including related party amounts of $61,118 and $84,857 during nine months 2008 and 2007, respectively)

 

$

8,580,681

 

$

4,646,948

 

Cost of goods sold (including related party amounts of $10,232 and $149,797 during nine months 2008 and 2007, respectively)

 

(4,233,053

)

(2,829,909

)

Gross profit

 

4,347,628

 

1,817,039

 

 

 

 

 

 

 

Selling, distribution and operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Selling and distribution expenses

 

(972,662

)

(410,544

)

Taxes other than income tax

 

(112,934

)

(83,838

)

Accretion expense

 

(2,491

)

(3,312

)

Recovery of (provision) for doubtful accounts

 

(15,616

)

(3,193

)

General, administrative and other operating expenses

 

(436,390

)

(264,566

)

Total selling, distribution and operating expenses

 

(1,540,093

)

(765,453

)

Operating income

 

2,807,535

 

1,051,586

 

 

 

 

 

 

 

Other income and (expense):

 

 

 

 

 

(Loss) income from equity investments

 

(3,606

)

2,305

 

Interest income

 

8,949

 

7,948

 

Interest expense

 

(199,970

)

(35,480

)

Other income, net

 

2,530

 

1,195

 

Foreign exchange gain

 

(183,279

)

48,163

 

Total other income and (expense), net.

 

(375,376

)

24,131

 

Income before income tax, minority interest, discontinued operations and extraordinary gain

 

2,432,159

 

1,075,717

 

 

 

 

 

 

 

Income tax expense

 

(674,966

)

(278,788

)

Minority interest in income of subsidiaries

 

(119,719

)

(91,585

)

Income from continuing operations

 

1,637,474

 

705,344

 

Income from discontinued operations, net of tax

 

 

661

 

Net income

 

1,637,474

 

706,005

 

Currency translation adjustment

 

(140,334

)

106,426

 

Change in pension benefit obligation

 

(746

)

 

Adjustment of available-for-sale securities

 

(6,989

)

(775

)

Comprehensive income

 

1,489,405

 

811,656

 

 

 

 

 

 

 

Basic and diluted earnings per share:

 

 

 

 

 

Earnings per share from continuing operations

 

3.93

 

1.69

 

Income per share effect of discontinued operations

 

0.00

 

0.00

 

Net income per share

 

3.93

 

1.70

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

416,270,745

 

416,270,745

 

 


* As of September 30, 2008 and June 30, 2008, Mechel’s acquisitions of Ductil Steel S.A. and Oriel Resources plc. were accounted for on a tentative basis subject to the finalization of assets appraisals. As of the appropriate acquisition dates, the estimated amounts of Oriel Resources plc.’s and Ductil Steel S.A.’s long-term assets were $1,858,073 and $71,248, respectively, and total assets amounted to $2,024,848 and $160,268, respectively. Goodwill arising on the acquisition of Oriel Resources plc. and Ductil Steel S.A. tentatively amounted to $154,148 and $168,532, respectively.

 

20



 

Interim Consolidated Statements of Cash Flows *
(in thousands of U.S. dollars)

 

 

 

Nine months ended September 30,

 

 

 

2008

 

2007

 

 

 

(unaudited)

 

(unaudited)

 

Cash Flows from Operating Activities

 

 

 

 

 

Net income

 

$

1,637,474

 

$

706,006

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

266,781

 

169,618

 

Depletion and amortization

 

84,944

 

14,933

 

Foreign exchange (gain) loss

 

183,279

 

(48,164

)

Deferred income taxes

 

(7,020

)

(14,687

)

(Recovery of) provision for doubtful accounts

 

15,616

 

3,193

 

Inventory write-down

 

2,793

 

(1,227

)

Accretion expense

 

2,491

 

3,313

 

Minority interest

 

119,719

 

91,585

 

Gain on account payable with expired legal term

 

(3,588

)

 

Change in undistributed earnings of equity investments

 

3,606

 

(2,305

)

Non-cash interest on long-term tax and pension liabilities

 

16,290

 

3,519

 

Loss on sale of property, plant and equipment

 

9,132

 

1,898

 

(Gain) loss on sale of non-marketable securities

 

(4,493

)

58

 

(Gain)/loss on revaluation of trading securities

 

 

18,994

 

Amortization of syndicated loan origination fee

 

18,637

 

 

Income from discontinued operations

 

 

(661

)

Gain on forgiveness of fines and penalties

 

 

(21,176

)

Pension service cost and amortization of prior period service cost

 

7,480

 

3,149

 

Provision for unrecoverable short-term loans issued

 

 

4,208

 

Net change before changes in working capital

 

2,353,141

 

932,254

 

Changes in working capital items, net of effects from acquisition of new subsidiaries:

 

 

 

 

 

Trading securities

 

 

260,127

 

Accounts receivable

 

(281,465

)

(62,408

)

Inventories

 

(677,342

)

(228,802

)

Trade payable to vendors of goods and services

 

382,902

 

(4,406

)

Advances received

 

(20,018

)

22,487

 

Accrued taxes and other liabilities

 

293,727

 

(35,143

)

Settlements with related parties

 

(69,682

)

(385

)

Current assets and liabilities of discontinued operations

 

 

(689

)

Deferred revenue and cost of inventory in transit, net

 

(11,043

)

8,074

 

Other current assets

 

(45,066

)

(43,871

)

Unrecognized income tax benefits

 

(706

)

(8,041

)

Dividends receivable

 

 

3,572

 

Net cash provided by operating activities

 

1,924,448

 

842,769

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

Acquisition of SKPP, less cash acquired

 

 

(270,018

)

Acquisition of BFP, less cash acquired

 

 

(186,665

)

Acquisition of SKPC, less cash acquired

 

 

(37,413

)

Acquisition of Transkol, less cash acquired

 

 

(7,165

)

Acquisition of Port Temryk, less cash acquired

 

 

(6,108

)

Acquisition of Oriel, less cash acquired

 

(1,432,990

)

 

Acquisition of Ductil Steel, less cash acquired

 

(197,621

)

 

Advances paid for investments

 

(423,959

)

 

Acquisition of minority interest in subsidiaries

 

(118,032

)

(9,567

)

Acquisition of HBL, less cash acquired

 

(14,245

)

 

Acquisition of other subsidiaries, less cash acquired

 

 

(4,181

)

Investments in other marketable securities

 

(271

)

(3,227

)

Repayments of short-term loans issued

 

227

 

 

 

Proceeds from sale of other non-marketable securities

 

4,612

 

 

Proceeds from disposals of property, plant and equipment

 

7,152

 

5,870

 

Purchases of mineral licenses

 

(2,450

)

(2,542

)

Purchases of property, plant and equipment

 

(967,073

)

(316,798

)

Net cash used in investing activities

 

(3,144,650

)

(837,814

)

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

Proceeds from short-term borrowings

 

$

6,562,835

 

$

589,074

 

Repayment of short-term borrowings

 

(5,325,864

)

(453,300

)

Proceeds from long-term debt

 

152,685

 

398,776

 

Repayment of long-term debt and long-term portion of restructured taxes and social charges payable

 

(14,603

)

(18,465

)

Repayment of obligations under finance lease

 

(19,166

)

(13,713

)

Dividends paid

 

(235,943

)

(318,654

)

Net cash provided by (used in) financing activities

 

1,119,944

 

(183,718

)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

882

 

51,299

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(99,376

)

239,972

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

236,779

 

172,614

 

Cash and cash equivalents at end of period

 

$

137,403

 

$

412,586

 

 

21



 


* As of September 30, 2008 and June 30, 2008, Mechel’s acquisitions of Ductil Steel S.A. and Oriel Resources plc. were accounted for on a tentative basis subject to the finalization of assets appraisals. As of the appropriate acquisition dates, the estimated amounts of Oriel Resources plc.’s and Ductil Steel S.A.’s long-term assets were $1,858,073 and $71,248, respectively, and total assets amounted to $2,024,848 and $160,268, respectively. Goodwill arising on the acquisition of Oriel Resources plc. and Ductil Steel S.A. tentatively amounted to $154,148 and $168,532, respectively.

 

22



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

MECHEL OAO

 

 

 

 

 

By:

/s/ Igor Zyuzin

 

Name:

Igor Zyuzin

 

Title:

CEO

 

 

 

Date: December 18, 2008

 

 

23